In this post melt-down climate, the regulatory environment raises questions about the compliance function in large, publicly traded corporations. What is it? What purpose does and should it serve? How is the compliance function different or the same as the legal, ethics, or risk management functions? And who should oversee compliance? Although some exists, more empirical research should be done on what function a compliance department serves, where compliance is currently housed in large, publicly traded corporations and, more importantly, why corporations have located the compliance function within or outside the legal department. Further, no other study to date entails qualitative research with United States’ general counsels, chief compliance officers and other non-lawyer senior management on these issues. The purpose of this project is to explore the following questions: (i) What is compliance? What is the major purpose of a compliance department, what areas does it cover (ii) How is it managed and where is it currently housed in large, publicly traded corporations, and (iii) What are the risks and benefits of having the compliance function separated from the legal department and run by non-lawyers (or non-practicing lawyers) that report to the CEO and/or board of directors? To investigate these questions, I i) talked briefly with forty general counsels of S&P 500 corporations in banking, pharmaceutical, and petroleum industries about compliance within their organization; and ii) conducted thirty in-depth qualitative interviews with general counsels and chief compliance officers of large, publicly traded corporations across a variety of industries.
The research analysis will lead to a series of articles. The first article, Transitioning Corporate Governance to Compliance will take the position that a transition in corporate governance has occurred over the past 20 years. What might have been thought of 20 years ago as the basic corporate governance function is now being ceded to compliance departments in large publicly traded organizations. This article will overview of what role the compliance function at some large, publicly traded corporations serves. Through the voices of the Compliance Study interviewees, it will analyze and present a typology of roles that compliance officers may play and recommend which role is the ideal one.
The second article, The Government’s Unofficial Stance on Compliance Departments: To Comply or Not to Comply? will analyze the question of whether whether compliance should be separated from the legal department. To that end, it will explore the risks and benefits of such a structure and the limitations that exist when the compliance function is led by the general counsel.